[Congressional Record Volume 167, Number 50 (Wednesday, March 17, 2021)]
[Senate]
[Page S1617]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

      By Mr. REED (for himself, Ms. Collins, Mr. Warner, Mr. Cramer, 
        Ms. Cortez Masto, and Mr. Wyden):
  S. 808. A bill to amend the Securities Exchange Act of 1934 to 
promote transparency in the oversight of cybersecurity risks at 
publicly traded companies; to the Committee on Banking, Housing, and 
Urban Affairs.
  Mr. REED. Mr. President, today I am reintroducing the Cybersecurity 
Disclosure Act along with three members of the Select Committee on 
Intelligence, Chairman Warner and Senators Collins and Wyden, in 
addition to Senators Cortez Masto and Cramer, who serve with me on the 
Senate Banking Committee. In response to serious data breaches of 
various companies, our legislation asks each publicly traded company to 
include--in Securities and Exchange Commission (SEC) disclosures to 
investors--information on whether any member of the Board of Directors 
is a cybersecurity expert, and if not, why having this expertise on the 
Board of Directors is not necessary because of other cybersecurity 
steps taken by the publicly traded company. To be clear, the 
legislation does not require companies to take any actions other than 
to provide this disclosure to its investors.
  As EY, also known as Ernst & Young, noted in an August 2020 
publication, ``Public disclosures can help build trust by providing 
transparency and assurance around how boards are fulfilling their 
cybersecurity risk oversight responsibilities.'' Investors and 
customers deserve a clear understanding of whether publicly traded 
companies are prioritizing cybersecurity and have the capacity to 
protect investors and customers from cyber related attacks. Our 
legislation aims to provide a better understanding of these issues 
through improved SEC disclosures.
  While this legislation is a matter for consideration by the Banking 
Committee, of which I am a member, this bill is also informed by my 
service on the Armed Services Committee and the Select Committee on 
Intelligence. Through this Banking-Armed Services-Intelligence 
perspective, I see that our economic security is indeed a matter of our 
national security, and this is particularly the case as the pandemic 
has forced many of us to be ever more dependent on technology and the 
Internet.
  Indeed, General Darren W. McDew, the former Commander of U.S. 
Transportation Command, which is charged with moving our military 
assets to meet our national security objectives in partnership with the 
private sector, offered several sobering assessments during an April 
10, 2018 hearing before the Senate Armed Services Committee. He stated 
that ``cyber is the number one threat to U.S. Transportation Command, 
but I believe it is the number one threat to the Nation . . . in our 
headquarters, cyber is the commander's business, but not everywhere 
across our Country is cyber a CEO's business . . . in our cyber 
roundtables, which is one of the things we are doing to raise our level 
of awareness, some of the CEO's chief security officers cannot even get 
to see the board, they cannot even . . . see the CEO. So that is a 
problem.''
  With growing cyber threats that have resulted in serious breaches, we 
all need to be more proactive in ensuring our Nation's cybersecurity. 
This legislation seeks to take one step towards that goal by 
encouraging publicly traded companies to be more transparent to their 
investors and customers on whether and how their Boards of Directors 
and senior management are prioritizing cybersecurity.
  I thank the bill's supporters, including the North American 
Securities Administrators Association, the Council of Institutional 
Investors, the National Association of State Treasurers, the California 
Public Employees' Retirement System, the Bipartisan Policy Center, MIT 
Professor Simon Johnson, Columbia Law Professor Jack Coffee, the 
Consumer Federation of America, and Rhode Island General Treasurer Seth 
Magaziner, and I urge our colleagues to join in supporting this 
legislation.

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